Section 1. Time and Place. All meetings of the members shall be held at such times and places as decided and set by the Board of Directors who shall have the authority to so determine meeting time and place, giving due consideration to the recommendations of the members at their previous meeting. There shall be at least one meeting of the members called each calendar year. Each member shall be given at least 90 day written notice stating the time, place and hour of all pre-scheduled business meetings.

Any meeting held without notice, at which two-thirds of the members entitled to vote are present in person, or by proxy, and waive notice requirements, shall be an official and legal meeting of the members for transacting any business of the Association. All business meetings shall be restricted to members. It shall be the responsibility of the Secretary to disburse the minutes of the business meeting to all members within a 30-day period following the meeting.

Any action required or permitted by the Articles of Incorporation or By-Laws or any provision of law to be taken at a meeting of the members, may be taken without a meeting if a consent, in writing, setting forth the action so taken shall be signed by quorum of the members entitled to vote with respect to the subject matter thereof.

Section 2. Annual Meeting. The annual meeting shall be scheduled by the Board of Directors in conjunction with the Annual Convention. At the annual meeting, any and all business may be transacted, including change in By-Laws or Articles

Section 3. Special Meeting. Special meetings may be called by the President or the Board of Directors. Special meetings shall be called by the President when he is requested, in writing, to do so by at least five (5) members entitled to vote.

Section 4. Quorum. Fifty one percent (51%) of the members registered at the annual meeting entitled to vote represented in person or by proxy shall constitute a quorum at any meeting of the members.

Section 5. Proxy. At all meetings of the members, a member entitled to vote may vote by proxy appointed, in writing, by said member. Said proxy shall be another member entitled to vote. Such proxy shall state the meeting it is for and shall be filed with the Secretary of the Association before or at the time of the meeting, but must be filed before each proxy may vote. No proxy, in writing, will be valid for two successive meetings; a new proxy must be issued for each meeting, even though the same member is given the proxy vote. (See Sample Page 2-A)

Section 6. Order of Business. The suggested order of business at all meetings of the Association, Board of Directors or any committees, as far as possible, shall be:1. Calling of the roll;2. Proof of due notice of the meeting or unanimous waiver;3. Reading and disposal of any unapproved Minutes;4. Annual Reports of officers and committees;5. Election of Directors;6. Unfinished business;7. New business; and8. Adjournment.

ARTICLE II - MEMBERS

Section 1. Full Members. A Full Member shall be a person or corporation residing, located or operating in the United States or

its possessions, Canada or any other free-trade country; and shall be an approved FAA aircraft instrument repair station and/or its equivalent or an approved FAA Repair Station serving the instrument industry; and is approved by the Board. Full members shall each have the right to vote and to hold office. All applications for Full Membership shall be filed, in writing, at the Association's business office upon forms provided by the Secretary. Each application for Full Membership shall be reviewed by the Association's Board of Directors as to rating and qualifying factors; if same be approved, the applicant shall be accepted and so notified.

Any Full Member who fails to pay his annual dues or any other properly assessed fees when due, shall, after default in dues or fees for thirty (30) days, be suspended, subject to reinstatement by the President or Secretary in the event that payment of such dues or fees shall be received within sixty (60) days after the due date. The Secretary shall notify suspended Full Members when such suspension takes effect and if and when reinstated.

The Board of Directors may further suspend any member for cause, after a hearing. As herein used, the word "cause" may specifically be a Full Member's failure to uphold, maintain, or adhere to, in his business or membership activities, the standards established by this Association.

Section 2. Associate Members. Any person or corporation engaged in any approved business, service, agency, trade or profession connected with or serving the aviation industry in any capacity, shall be eligible to Associate Membership. Action on and acceptance of applications for Associate Membership shall be handled in the same manner as applications for Full Membership and suspensions of Associate Members shall be handled in the same manner as suspensions of Full Members.

Section 3. Honorary Members. Any person distinguished as having made notable, personal or professional contributions to the aviation industry, or to any of the purposes foster by this Association, may be elected to Honorary Membership. Any Full Member of this Association may nominate any individual for Honorary Membership. Such nominations are to be in writing, shall set forth the reason for proposing such honor and shall be filed with the Secretary.

The Board of Directors shall act on the nominations for Honorary Membership at any meeting. Not more than two (2) persons may be named or elected in any one year as Honorary Members. Honorary members are exempt from payment of dues, may not vote or hold office.

Any person who has been elected as an Honorary Member of this Association shall be notified in an appropriate manner by the Secretary.

ARTICLE III - BOARD OF DIRECTORS

Section 1. Powers. The Board of Directors shall manage the business and affairs of said Association between meetings of the members and may, as a Board, present recommendations to the members for action thereon at their meetings. The Board of Directors may make or authorize only such expenditures as are necessary for the ordinary administration of the business of the Association between meetings. The Board of Directors shall approve or reject all appointments by the President to fill vacancies in the position of Officers or Directors.

The Board of Directors shall also have the power, authority, duty and responsibility of reviewing applications for membership in the Association and of accepting or rejecting such membership applications. Any decisions rendered by the Board of Directors in this matter shall be final.

The Board of Directors shall also have the power to set the annual dues and determine a date due. This shall be accomplished based on the recommendations of the Officers as to the financial needs of the Association for that year and to be presented at the annual meeting. A dues letter, including payment date, will be forwarded to the Full and Associate Members by the Secretary. The due date will then tie into the suspension provisions of Section 1, Article II of these By-Laws.

The Board of Directors shall also have the power to remove any officer for cause by majority vote. As herein used, the word "cause" may specifically be an Officer's failure to uphold, maintain or adhere to the powers granted by the Association in Section 1, Article III of these By-Laws.

If for any reason the Association is dissolved, any monies or property belonging to the Association shall be donated to such National Charitable Organization as may be selected by the Board of Directors.

Section 2. Numbers. The number of elected Directors shall be nine (9), which shall consist of four (4) elected Officers and five (5) elected Directors. If an Office is combined (i.e. Secretary-Treasurer), a Director is to be elected so the Board of Directors remains at nine (9) elected members. Each Officer and Director shall serve a term of two years. When an Officer's term is completed and he/she is not elected or reelected to an Officer position, that person shall serve a one year term as Director. This Director position shall be in addition to the nine (9) elected Directors and shall not be filled by appointment should the Director resign before completion of the term. The Directors and Officers shall be elected by the members at the annual meeting, their term commencing when said meeting is adjourned. Only members entitled to vote may be elected as Officers and Directors. Persons who are elected as Officers or Directors of the Association may continue in those positions until the completion of their term, even if they have lost their eligibility to be a member.

Section 3. Meetings, Notice and Quorum. The Board of Directors shall have meetings at such times and places as the President shall decide, and the President shall call a meeting of the Board within a reasonable period of time upon written request of three (3) of the Directors. A notice of at least five (5) days shall be given of a meeting of the Board; such notice shall inform each Director of the time, place and hour of said meeting. Meetings of the Board may be held at any time or place where five (5) Directors/Officers are present and consent to the holding of such meeting without notice.Five (5) Directors/Officers shall constitute a quorum for a meeting of the Board.

ARTICLE IV - GENERAL OFFICERS

Section 1. General Officers. The general officers shall be a President, Vice President, Secretary and Treasurer. Only Full Members shall be elected as general officers.

Section 2. Election and Terms. All elections of officers shall be by secret ballot, unless only one member is nominated for an office or position and the term of election shall be as described in Section 2, Article III of these By-Laws.

Section 3. Duties. The principle duties of the general officers are as follows:

President: The President shall preside over all meetings of the members and of the Board of Directors, shall perform such duties as elsewhere set forth in these By-Laws and shall be the executive officer of the Association. He shall be an ex-official member of all committees of the Association. He shall perform the usual duties of the office of President and such duties as the members shall from time to time impose or prescribe. He shall appoint a replacement to fill any vacancy which may occur in any principal office because of a death, resignation, removal, disqualification or other reason. These appointments shall be subject to approval of the board of director at its next regular meeting.

Vice President: The Vice President shall, in the absence of the President, preside at all meetings and shall perform such other duties as necessary in the absence of the President, as delegated by the President and as imposed or required by the members and these By-Laws.

Secretary: The Secretary shall countersign all deeds, leases and conveyances executed by the Association, affix the seal of the Association thereto and to such other papers as shall be required or directed to be sealed, and to keep a record of the proceedings of the Board of Directors and the members and to safely and systematically keep all books, papers, records and documents belonging to the Association or in any-wise pertaining to the business there of. He shall perform such additional duties, as set forth in these By-Laws and as imposed or prescribed by the members.

Treasurer: The Treasurer shall keep an account of all monies, credits and property of any and every nature of the Association, which shall come into his hands, and keep an accurate account of all monies disbursed and to render such accounts, "statements and inventories" of the monies received and disbursed and of monies and property on hand and generally of all matters pertaining to this office, as shall be required by the members. He shall perform such additional duties, as set forth in the By-Laws and as imposed or prescribed by the members.

ARTICLE V - MISCELLANEOUS

Section 1. Business Calendar. The Association shall operate on a calendar-year basis.

Section 2. Nominating Committee. The President shall, at each annual business meeting appoint at least three (3) Full Members to a Nominating Committee consisting of the Chairman, and two members of said committee. This Nominating Committee shall nominate one or more Full Member for each General Officer and Director position to be filled by election at the next annual meeting and shall submit a list of their nominations, to each Full Member of the Association by mailing same no later than sixty (60) days prior to the next annual meeting.

Additional nominations may be made from the floor at the annual meeting.

ARTICLE VI - AMENDMENTS

Section 1. Amendments. Amendments may be made to these By-Laws at the annual meeting, or at any special meeting when proper notice has been given that one or more By-Law amendments is to voted upon at such special meeting and upon a vote for adoption by two-thirds of the Full Members present, in person or by proxy.

April 14, 2001, Revision to May 14, 1992 Revision incorporating the following:

1992, Revision to Article III Section 2, Numbers

1999, Revision to Article IV, Section 1, General Officers

2001, Revision from Board of Directors, March 24, 2001

2002, Revisions from Board of Directors, March 16, 2002

2005, Revisions from Board of Directors, April 29, 2005

Aviation Instrument Association Proxy

I hereby acknowledge that I am a Full Member of the Aviation

Instrument Association in good standing and authorize

_______________________________________, of___________________Name of Appointee Appointee's Company

which also is a Full Member in good standing to cast my vote

in the upcoming meeting at________________________________.Location

I also understand that this written Proxy has to be turned in

Prior to the voting process of said meeting to the Secretary of

the Aviation Instrument Association to be valid. My Appointee

will cast my vote as he sees fit.

________________________________________________Signature of Full Member

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